Common use of Assets and Liabilities Associated with Class or Series Clause in Contracts

Assets and Liabilities Associated with Class or Series. The Manager shall cause the Company to maintain separate and distinct records for each Series and shall cause the assets, debts, liabilities, obligations, expenses, profits and losses associated with any such Series to be held and accounted for separately from the other assets, debts, liabilities, obligations, expenses, profits and losses of the Company or any other Series. (1) All consideration received by the Company for the issue or sale of Interests of a particular Series together with all Company Assets in which such consideration is invested or reinvested, all income, earnings, profits and proceeds thereof, including any Capital Proceeds received by the Company from a Capital Transaction involving such assets, shall irrevocably belong to that Series for all purposes, subject only to the rights of creditors of such Series and except as may otherwise be required by applicable tax laws. In the event that there are any Company Assets, or any income, earnings, profits, and proceeds thereof, funds or payments which are not readily identifiable as belonging to any particular Series, the manager shall allocate them among any one or more Series in such manner and on such basis as the Manager, in its sole discretion, deems fair and equitable. Each such allocation by the Manager shall be conclusive and binding upon the Members and Interest Holders of all Series and Classes for all purposes. (2) All liabilities, expenses, costs, charges, and reserves of the Company which are readily associated with a particular Series shall be charged against the assets associated with that Series, and any liabilities, expenses, costs, charges and reserves of the Company that are not readily associated with a particular Series shall be allocated and charged by the Manager to, between or among any of or more of the Series, in such manner and on such basis as the Manager, in its sole discretion, deems fair and equitable. Each such allocation by the Manager shall be conclusive and binding upon the Members and Interest Holders of all Series and Classes for all purposes. (3) The debts, liabilities, obligations and expense incurred by, contracted for or otherwise existing with respect to a particular Series shall be enforceable against the assets associated with that Series only, and not against the assets associated with any other Series (or against the assets of the Company generally). The Manager shall cause notice of this limitation on inter-series liabilities to be set forth in the Certificate of Formation of the Company (whether originally or by amendment) to be filed in the Office of the Delaware Secretary of State pursuant to the Act. All Persons who extend credit to (or with respect to) a particular Series, or who contract with (or with respect to) or have a claim against a particular Series, may look only to the assets associated with that Series for repayment of such credit of to enforce or satisfy any such contract or claim.

Assets and Liabilities Associated with Class or Series. The Manager shall cause the Company Fund to maintain separate and distinct records for each Class and Series and shall cause the assets, debts, liabilities, obligations, expenses, profits and losses associated with any such Class or Series to be held and accounted for separately from the other assets, debts, liabilities, obligations, expenses, profits and losses of the Company Fund or any other Class and Series. (1i) All Except as required by this Agreement, all consideration received by the Company Fund for the issue or sale of Interests interests of a particular Class or Series together with all Company Assets Fund assets in which such consideration is invested or reinvested, all income, earnings, profits and proceeds thereof, including any Capital Proceeds proceeds received by the Company Fund from a Capital Transaction transaction involving such assets, shall irrevocably belong to that Series for all purposes, except as may be otherwise provided in the offering materials of such Class or Series, subject only to the rights of creditors of such Class or Series and except as may otherwise be required by applicable tax laws. In the event that there are any Company AssetsFund assets, or any income, earnings, profits, and proceeds thereof, funds or payments which are not readily identifiable as belonging to any particular Class or Series, the manager Manager shall allocate them among any one or more Class or Series in such manner and on such basis as the Manager, in its sole discretion, deems fair and equitable. Each such allocation by the Manager shall be conclusive and binding upon the Members and Interest Holders Shareholder of all Series and Classes for all purposes. (2ii) All liabilities, expenses, costs, charges, and reserves of the Company Fund which are readily associated with a particular Class or Series shall be charged against the assets associated with that Class or Series, and any liabilities, expenses, costs, charges and reserves of the Company Fund that are not readily associated with a particular Class or Series shall be allocated and charged by the Manager to, between or among any of or more of the Classes or Series, in such manner and on such basis as the Manager, in its sole discretion, deems fair and equitable. Each such allocation by the Manager shall be conclusive and binding upon the Members and Interest Holders Shareholders of all Series and Classes for all purposes. (3iii) The debts, liabilities, obligations and expense incurred by, contracted for or otherwise existing with respect to a particular Class or Series shall be enforceable against the assets associated with that Class or Series only, and not against the assets associated with any other Class or Series (or against the assets of the Company Fund generally). The Manager shall cause notice of this limitation on inter-series Series or inter-Class liabilities to be set forth in the Certificate of Formation of the Company Fund (whether originally or by amendment) to be filed in the Office of the Delaware Secretary of State pursuant to the Delaware Act. All Persons who extend credit to (or with respect to) a particular Class or Series, or who contract with (or with respect to) or have a claim against a particular Class or Series, may look only to the assets associated with that Class or Series for repayment of such credit of to enforce or satisfy any such contract or claim.